Intellectual Property License Grants Clause Samples
The "Intellectual Property; License Grants" clause defines the ownership of intellectual property created or used under an agreement and specifies the rights each party has to use that intellectual property. Typically, this clause clarifies whether any inventions, software, or content developed during the relationship remain the property of the creator or are transferred to the other party, and it outlines the scope of any licenses granted, such as whether they are exclusive, non-exclusive, limited, or perpetual. Its core function is to prevent disputes by clearly allocating rights and permissions regarding intellectual property, ensuring both parties understand how they may use or benefit from these assets.
Intellectual Property License Grants. 4.1. ANIKA hereby grants to GALDERMA, for the Term, an exclusive (except as set forth in this Agreement or the Supply Agreement and except as to ANIKA), non-transferable and, upon ANIKA’s receipt of the payment contemplated by Section 6.1(a) below, paid-up license under the ANIKA Patents and Product Information, solely to use, promote, sell, offer to sell, and distribute the Licensed Products in the Field in the Territory and for no other purpose, with a right to grant sublicenses, provided, however, (a) in the United States, GALDERMA may only grant sublicenses to Affiliates or, if approved in advance in writing by ANIKA, such approval not to be unreasonably withheld, to Third Parties and (b) GALDERMA may grant sublicenses in countries other than the United States to its Affiliates or to Third Party distributors (to the extent such Third Party distributors are GALDERMA’s or an Affiliate’s (as the case may be) customary, historical, normal course distributors consistent with past practice) without prior notice or approval by ANIKA, and to other Third Party distributors only upon prior written notice and approval by ANIKA, not to be unreasonably withheld. With respect to any such sublicensee, GALDERMA shall be responsible for making any payments due under this Agreement to ANIKA resulting from sales made by such sublicensee and the compliance by sublicensee with all applicable terms of this Agreement. GALDERMA shall ensure that any such sublicensee agrees in writing to comply with the provisions of Section 7.1.
4.2. Notwithstanding anything herein to the contrary, ANIKA shall retain all rights necessary including all such rights under the ANIKA Patents and Product Information in order to fulfill its obligations under this Agreement (including but not limited to its obligation to manufacture and sell Licensed Product to GALDERMA).
4.3. Subject only to the rights granted to GALDERMA under this Agreement and the Supply Agreement and the obligations of ANIKA under Sections 2.3 and 11.1(c) hereof, ANIKA maintains all right, title and interest in, to and under the ANIKA Know-How, ANIKA Patents, ANIKA Patent Applications, Additional ANIKA Patent Applications and all Licensed Products.
Intellectual Property License Grants. 4.1. ANIKA hereby grants to MITEK an exclusive, non-transferable royalty bearing, license under the ANIKA PMA, the ANIKA Know-How and the ANIKA Patents solely to use and sell Licensed Products in the Field in the Territory, with a right to grant sublicenses (to sublicensees and distributors), provided, however, (a) MITEK may only grant sublicenses to Affiliates or, if approved in advance in writing by ANIKA, to Third Parties and, (b) MITEK may grant sublicenses to Third Parties who are MITEK's customary historical normal course distributors in accordance with past practice, without prior notice or approval by ANIKA, and to non-customary distributors only upon prior written notice or approval by ANIKA, which will not be unreasonably withheld; provided, however, that any such sublicensee or distributor shall be responsible for marketing and promotion of such Licensed Product within the Territory. With respect to any such sublicensees or distributors, MITEK shall be responsible for making any payments due under this Agreement to ANIKA resulting from sales made by such sublicensees or distributors and the compliance by sublicensees or distributors with all applicable terms of this Agreement.
Intellectual Property License Grants. 11.1 P roduct Detail Page. Each webpage created by Seller on the Website to display Product Information for a specific Product shall become a catalog page on the Website and/or other Newegg Global websites (each, a “Product Detail Page”). Seller hereby grants Newegg an exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, distribute, create derivative works of or modify each Product Detail Page. Seller further agrees that any other third-party seller may reference, link or otherwise direct Customers to the Product Detail Page for any Product that such third-party seller has listed for sale on the Website, regardless of whether Seller continues to offer such Product for sale on the Website
11.2 Seller hereby grants Newegg a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, distribute, create derivative works of (as needed to create the look and feel of pages on the Website, display Product Information or technically format materials provided by Seller), and publicly display the Seller Marks (including the trademarks or service marks of any entity or individual whose Product is submitted by Seller), Products, and Product Information on the Website.
Intellectual Property License Grants